LUXFER HOLDINGS PLC

1. Basis of Presentation and Responsibility for interim Financial Statements

We prepared the accompanying unaudited condensed consolidated financial statements of Luxfer Holdings PLC and all wholly-owned, majority owned or otherwise controlled subsidiaries on the same basis as our annual audited financial statements. We condensed or omitted certain information and footnote disclosures normally included in our annual audited financial statements, which we prepared in accordance with U.S. Generally Accepted Accounting Principles (GAAP).

Our quarterly financial statements should be read in conjunction with our Annual Report on Form10-K for the year ended* December 31, 2025*. As used in this report, the terms "we," "us," "our," "Luxfer" and "the Company" mean Luxfer Holdings PLC and its subsidiaries, unless the context indicates another meaning.

During thesecond quarter of2026, the Company determined that Superformno longer met the criteria for classification as held for sale. Accordingly, Superform’s results of operations have been reclassified from discontinued operations to continuing operations for all periods presented. Prior-period amounts in the unaudited condensed consolidated statements of income and cash flows and related disclosures have been restated to conform to the current-period presentation. This reclassification hadno impact on previously reported net income or total cash flows. The classification of Superform’s assets and liabilities as held for sale in the condensed consolidated balance sheet as of* December 31, 2025hasnot* been revised, as the held-for-sale criteria were met as of that date. See Note11 Discontinued operations for further information.

The prior-year comparative results also include the results of the Graphic Arts business, which was sold on* July 2, 2025.As the disposal didnot* qualify for presentation as discontinued operations, the historical results of Graphic Arts remain within continuing operations. Accordingly, there areno corresponding Graphic Arts operating results included in the current-year periods.

In the opinion of management, our financial statements reflect all adjustments, which are only of a normal recurring nature, necessary for the fair statement of financial statements for interim periods in accordance with U.S. GAAP and with the instructions to Form10-Q in Article10 of Securities and Exchange Commission (SEC) Regulation S-X.

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions about future events that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of our financial statements and the reported amounts of revenue and expenses during the reporting periods. Actual results could differ from those estimates, and any such differences* may*be material to our financial statements.

Our fiscal year ends on* December 31.We report our interim quarterly periods on a13*-week quarter basis, ending on a Sunday. The Second Quarter2026, ended on* June 28, 2026*, and the Second Quarter2025, ended on* June 29, 2025*.

Accounting standards issued butnot yet effective

In* November 2024,the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”)No. 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic220*-40), which requires public business entities to provide disaggregated disclosure of certain income statement expenses. ASU2024-03 is effective for fiscal years beginning after* December 15, 2026,and for interim periods within fiscal years beginning after December 15, 2027.The Company is currently evaluating its impact and will adopt this guidance in accordance with the required effective date, beginning with its annual reporting for the year ending December 31, 2027.*

The Company has reviewed other recently issued accounting standards and doesnot expect any other standards that have been issued but arenot yet effective to have a material impact on its consolidated financial statements.

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2. Earnings per share

Basic earnings per share are computed by dividing net income or loss for the period by the weighted-average number of ordinary shares outstanding, net of treasury shares and shares held in ESOP. Diluted earnings per share are computed by dividing net income for the period by the weighted average number of ordinary shares outstanding and the dilutive ordinary shares equivalents.

Basic and diluted earnings per share were calculated as follows:

3. Net Sales

Disaggregated sales disclosures for the Second quarter andfirst six months of the year ended* June 28, 2026,and June 29, 2025*, are included below and in Note15, Segmental Information.

The Company’s performance obligations are satisfied at a point in time, except for certain long-term tooling contracts within the Superform segment, for which revenue is recognized over time as work progresses.

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4. Restructuring

The $1.6 million and $3.8 million of restructuring charges recognized in thesecond quarter andfirst six months of2026, respectively, relate to the continued execution of previously announced restructuring initiatives aimed at reducing our fixed cost structure and enhancing operational alignment, including the centralization of our North American gas cylinders and magnesium powders operations.

These charges comprised $1.4 million and $3.6 million in thesecond quarter andfirst six months of2026, respectively, within the Gas Cylinders segment and $0.1 million and $0.2 million, respectively, within the Elektron segment. The Superform segment also recognized $0.1 million of restructuring costs in thesecond quarter of2026.

The charges within the Gas Cylinders segment primarily related to follow-on costs associated with the cessation of manufacturing at our Pomona, California facility in* December 2025,*including equipment relocation, site reorganization, employee stay incentives and site remediation activities. The charges within the Elektron segment primarily related to shutdown costs associated with the ongoing centralization of our magnesium powders operations.

The $2.0 million and $1.8 million of restructuring charges recognized in thesecond quarter andfirst six months of2025, respectively, predominantly related to initiatives aimed at reducing our fixed cost structure and generating savings through enhanced operational alignment, particularly through the reduction of our North American Gas Cylinders footprint. As part of these initiatives, we recognized accelerated depreciation charges of $1.7 million related to property, plant and equipment in thesecond quarter andfirst six months of2025, in accordance with ASC360. These charges resulted from the strategic decision to relocate certain operations, which shortened the expected useful lives of the affected assets.

Restructuring-related costs by reportable segment were as follows:

Activity related to restructuring, recorded inOther current liabilities in the consolidated balance sheets is summarized as follows:

5. Defined benefit pension credit

On* January 8, 2026,the Trustee of the Luxfer Group Pension Plan (“LGPP”) entered into a full buy-in contract with a U.K. insurer, Aviva. The buy-in is designed to substantially match the Plan’s benefit obligations with corresponding cash flow payments from the insurer, with effect from March 2026*payroll, in exchange for an agreed premium.

The buy-in doesnot constitute a settlement event underASC715,* Compensation—Retirement Benefits* and therefore doesnot require remeasurement of the Plan’s funded status for the Quarter ended* March 29, 2026.Accordingly, the net defined benefit asset recognized at June 28, 2026remains consistent with the year-end measurement as of December 31, 2025.*

The defined benefit pension charge was $0.1 million in thesecond quarter of2026, compared to a $0.6 million credit in thesecond quarter of2025. For thefirst six months of2026, the defined benefit pension charge was $0.1 million, compared to a $1.2 million credit in thefirst six months of2025. The year-over-year movements primarily reflect lower expected returns on plan assets compared to the prior year periods. In addition, on* January 8, 2026,the Trustee of the Luxfer Group Pension Plan entered into a full buy-in contract with an insurer, which is designed to substantially match the Plan’s future benefit obligations with corresponding insurance cash flows. While the buy-in doesnot* constitute a settlement event under ASC715 and therefore didnot result in a remeasurement of the Plan’s funded status, it has the effect of reducing future variability in pension income. Costs of $0.2 million and $0.3 million were incurred in connection with the buy-in during thesecond quarter andfirst six months of2026, respectively, which offset the underlying pension credit.

6. Other costs

In thesecond quarter andfirst six months of2026, other costs of $1.2 million and $1.8 million, respectively, comprised primarily legal and due diligence fees, together with financial advisory and other professional fees, incurred in connection with the Company’s strategic review and related transaction process. On* July 26, 2026,the Company entered into a Transaction Agreement relating to the proposed acquisition of the Company, as described in Note16,* “Subsequent Events.”

7. Income Taxes

We manage our affairs so that we are centrally managed and controlled in the United Kingdom (“U.K.”) and therefore have our tax residency in the U.K. The provision for income taxes consists of provisions for the U.K. and international income taxes. We operate in an international environment with operations in various locations outside the U.K. Accordingly, the consolidated income tax rate is a composite rate reflecting the earnings in the various locations and the applicable rates.

The effective income tax rate for thefirst six months ended* June 28, 2026*, was 29.4%, compared to 34.1% for thefirst six months ended* June 29, 2025*.

In2026 the rate was impacted by non-deductible expenses. Cash income taxes paid, net of refunds, are disclosed within supplementary cash flow information in the Consolidated Statements of Cash Flows.

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8. Supplementary balance sheet information

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**9. ** Goodwill and other identifiable intangible assets

Changes in goodwill during thefirst six months ended* June 28, 2026*, were as follows:

Accumulated goodwill impairment losses in relation to continuing activities were $8.0 million as of* June 28, 2026and December 31, 2025*.

Identifiable intangible assets consisted of the following:

Identifiable intangible asset amortization expense was $0.4 million for thefirst six months of2026 and2025.

Intangible asset amortization expense during each of the followingfive years is expected to be approximately $0.8 million per year.

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10. Debt

Debt outstanding was as follows:

The weighted-average interest rate on the revolving credit facility was 5.50% for thefirst six months of2026 and 6.40% for the full-year2025.

Loan notes and Private Shelf Facility

The $25.0 million Loan Notes and the Private Shelf Facility are governed by the Note Purchase and Private Shelf Agreement. This agreement requires us to maintain compliance with a minimum interest coverage ratio and a maximum leverage ratio. We were in compliance with the applicable covenants at all quarterly measurement dates from* September 30, 2014through June 28, 2026*.

The $25.0 million Loan Notes matured on* June 29, 2026*and were repaid using drawings under the Company’s separate Revolving Credit Facility. The Note Purchase and Private Shelf Agreement is governed by the laws of the State of New York.

Revolving Credit Facility

The Revolving Credit Facility is governed by a separate Multicurrency Revolving Facility Agreement. In* July 2025,the Company refinanced the Revolving Credit Facility, maintaining committed capacity of $125.0 million and an additional $25.0 million of uncommitted capacity under an accordion feature, and extending its maturity from October 2026to July 2030.*

During thefirst six months of2026, we drew down net $44.5 million on the Revolving Credit Facility and the balance outstanding at* June 28, 2026*, was $59.2 million, and at* December 31, 2025*, was $15.3 million, with $65.8 million undrawn at* June 28, 2026* and $109.7 million undrawn at* December 31, 2025*.

Bank Overdraft

The Company has access to a bank overdraft which is an uncommitted facility withno expiration date, this is reviewed annually and can be cancelled by either the bank or the Company on demand.

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11. Discontinued Operations

Our Superform aluminum superplastic forming business, which historically operated from sites in the U.S. and the U.K., was previously included in the Gas Cylinders segment. As a result of our decision to exit non-strategic aluminum product lines, the results of the Superform business were then presented as discontinued operations.

During thesecond quarter of2026, following a period of active marketing in which the Company didnot identify a suitable buyer, the Company ceased actively marketing the Superform U.S. business for sale. Improved performance, supported by stronger conditions in the aerospace market, was also considered in reaching this decision. As a result, the Superform U.S. businessno longer met the criteria for classification as held for sale or discontinued operations. Accordingly, Superform’s results have been reclassified to continuing operations for all periods presented, and Superform is presented as a separate reportable segment.

At* December 31, 2025,the Superform U.S. business met the criteria for classification as held for sale and its assets and liabilities were presented within Current assets held-for-sale and Current liabilities held-for-sale, respectively, in the Consolidated Balance Sheet. The assets and liabilities classified as held for sale at December 31, 2025*were as follows:

In thesecond quarter of2025 the Company recognized a $2.8 million loss on held-for-sale asset group relating to Superform assets. The loss reflects an adjustment to the carrying amount to its estimated fair value less costs to sell, in accordance with ASC360, due to revised expectations regarding the sale.

The fair value measurement was determined using a nonrecurring fair value approach under ASC820. Because the asset group isnot traded in an active market, the Company applied a market approach, estimating fair value based on recent transactions involving comparable businesses of a similar size and industry profile. This fair value measurement is classified as Level3 within the fair value hierarchy.

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12. Share Plans

Total share-based compensation expense in the Second quarter andfirst six months of2026 and2025 was as follows:

In* March 2026,we issued our annual share-based compensation grants under the Luxfer Holdings PLC Long Term Umbrella Incentive Plan. The total number of awards issued was approximately 135,000 and the weighted average fair value of options granted in2026* was estimated to be $11.80 per share.

In* June 2026,*we issued our annual share-based compensation grants under the Luxfer Holdings PLC Non-Executive Directors' Equity Incentive Plan. The total number of awards issued was approximately 45,000 and the weighted average fair value of options granted was estimated to be $17.85 per share.

The following table illustrates the assumptions used in deriving the fair value of share options granted during2026 and the year-ended* December 31, 2025*:

The expected life of the share options is based on historical data and current expectations, and isnot necessarily indicative of exercise patterns that* mayoccur. The expected volatility reflects the assumption that the historical volatility over a period similar to the life of the options is indicative of future trends, which may**not* necessarily be the actual outcome.

13. Shareholders' Equity

Dividends paid and proposed

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14. Segmental Information

Weclassify our operations into business segments based primarily on shared economic characteristics, including the nature of the products and services; the production processes; the type or class of customer; the methods used to distribute products or provide services; and the nature of the regulatory environment.

For the Second Quarter ended* June 28, 2026,*the Company operated four business units, which comprise three reportable segments within continuing operations: Gas Cylinders, Elektron and Superform. Luxfer Gas Cylinders forms the Gas Cylinders segment, Luxfer MEL Technologies and Luxfer Magtech aggregate into the Elektron segment, and Superform forms the Superform segment.

Prior to its disposal on* July 2, 2025,the Luxfer Graphic Arts business was reported as a separate business unit and reportable segment following its disaggregation from the Elektron segment as of December 31, 2023.*As a result, Graphic Arts is included within the prior year comparative information.

During the Second Quarter of2026, the Company ceased actively marketing the Superform business for sale and determined that the businessno longer met the criteria for classification as held-for-sale. As the Company isno longer pursuing the disposal of Superform, the business isno longer presented as a discontinued operation and has been reclassified into continuing operations as a separate reportable segment. Prior period comparative information has been restated to reflect this presentation.

A summary of the operations of the Company’s reportable segments within continuing operations is provided below.

Gas Cylinders segment

The Gas Cylinders segment manufactures and markets specialized cylinders using carbon composite materials and aluminum alloys. Products include pressurized cylinders for self-contained breathing apparatus (“SCBA”) used by firefighters and other emergency responders; cylinders for the containment of oxygen and other medical gases used in healthcare and aviation applications; aerospace and aviation cylinders used in aircraft safety systems, including emergency slide inflation and onboard oxygen storage; cylinders and systems for alternative fuel vehicles, including compressed natural gas (“CNG”) and hydrogen; space-related cylinders used in launch vehicle applications; and cylinders used in specialty industrial applications.

Elektron segment

The Elektron segment focuses on specialty materials based primarily on magnesium and zirconium. Key product lines include advanced lightweight magnesium alloys used across aerospace, defense, transportation, and industrial applications; magnesium powders used in aircraft countermeasure flares and heater meal applications; and high-performance zirconium-based materials and oxides used in automotive emissions control, industrial catalysis, pharmaceuticals, and other specialty applications.

Superform segment

The Superform segment manufactures highly engineered, superformed aluminum and titanium components primarily for aerospace applications. Its products include complex, lightweight components used in aircraft structures and other applications requiring high-performance formed metal components.

Graphic Arts segment

The Graphic Arts segment provided a range of pre-sensitized magnesium, copper, and zinc plates, along with associated chemicals, used in the production of foil-stamping and embossing dies. The segment also manufactured non-sensitized polished brass and magnesium plates for computer numerical control (“CNC”) engraving and offered advisory services for turnkey engraving operations, including etching machines, computer-to-plate (“CtP”) machines, exposure units, and film setters. The Company completed the sale of the Graphic Arts business on* July 2, 2025.*

Other

Other primarily represents unallocated corporate expenses and includes non-service-related defined benefit pension cost or credit.

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Management monitors the operating results of its reportable segments separately for the purpose of making decisions about resource allocation and performance assessment. Segment performance is evaluated by the chief operating decision maker "CODM", the CEO, who is responsible for allocating resources and assessing performance of the operating segments, using net sales and adjusted EBITA, which is defined as the Company's measure of segment profit or loss, and is based on income before tax from continuing operations, adjusted for share-based compensation charges; restructuring charges; impairment charges; disposal costs; gain on disposal of assets held for sale/property, plant and equipment; defined benefit credit/charge, interest expense, net and amortization.

Unallocated assets and liabilities include those which are held on behalf of the Company and cannot be allocated to a segment, such as taxation, investments, cash, retirement benefits obligations, bank and other loans and holding company assets and liabilities.

Financial information by reportable segment in the Second quarter andfirst six months of the year ended of2026 and2025 were as follows:

In thesecond quarter of2026 and2025 there wereno sales made between our segments.

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In thefirst six months of2026 there were $0.1 million sales between our Elektron segment and Superform segment (2025: $0.1 million sales between our Elektron segment and Graphic Arts segment).

(1)Other cost of sales includes material costs and variable costs.

(2)Other segment items primarily consists of sales, marketing, research and development, general and admin costs.

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The following tables present certain geographic information by geographic region for the Second quarter andfirst six months ended* June 28, 2026,and June 29, 2025*:

(1) Net sales are based on the geographic destination of sale.

(2) Rest of the World comprises South America, Latin and South America, Africa and the Middle East.

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15. Commitments and Contingencies

Committed and uncommitted banking facilities

The Company had committed banking facilities of$125.0 million at* June 28, 2026and December 31, 2025*. Of these committed facilities, $59.2 million was drawn at* June 28, 2026* and $15.3 million at* December 31, 2025*. The Company also had an additional $25.0 million of uncommitted facilities through an accordion provision at* June 28, 2026and December 31, 2025*.

Contingencies

In* December 2023,it was established that any potential liability arising from the lawsuits and reasonable defense costs related to the previously disclosed US Ecology case are covered by insurance. The Company recognized $7.7 million in thetwelve* months of2024, in relation to recovery of these costs previously incurred by the Company. $5.8 million cash was received in2024 with a further $1.9 million received in2025.

In* April 2025,the Office of Defects Investigation (ODI) of the National Highway Traffic Safety Administration (NHTSA) opened a Preliminary Evaluation to investigate allegations of compressed natural gas (CNG) fuel leaks in certain CNG fuel systems, equipped with certain Luxfer Type4* CNG fuel containers. Luxfer is fully co-operating with this Preliminary Evaluation, which has a range of potential outcomes, and at this stage Luxfer isnot able to estimate the potential financial impact. Luxfer doesnot believe that this alleged issue poses an unreasonable risk to motor vehicle safety.

In* July 2025,in accordance with the Luxfer Graphic Arts sale agreement, the Company has fully indemnified the purchaser for certain identified environmental matters relating to the Madison Illinois site, which we estimate will cost approximately $1.0 million to close out. A provision for these obligations has been recognized and is included within other current liabilities in the Consolidated Balance Sheet. Additionally, we have provided indemnification for any unidentified environmental matters that mayhave occurred between2003* (the year of the original acquisition by Luxfer) and* July 2025,capped at $10.0 million and / or5* years.

Also, in2025, the Company recognized a provision of $3.1 million in relation to dilapidation obligations associated with the former Superform U.K. site sold in2021, for which the Group remains a guarantor under the relevant lease arrangements following disposal of the business. The obligation reflects management’s best estimate of the costs required to settle the remaining property reinstatement and exit obligations.

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16. Subsequent Events

On* July* 26, 2026, the Company entered into a Transaction Agreement (the “Transaction Agreement”) with Double Eagle Acquisition Buyer, Inc., a Delaware corporation (“Buyer”). Buyer is a newly formed holding company owned by funds managed by Wynnchurch Capital L.P. (“Wynnchurch”). Pursuant to the Transaction Agreement, upon the terms and subject to the conditions set forth therein, Buyer will acquire the entire issued share capital of the Company (the “Transaction”), pursuant to a court sanctioned English law scheme of arrangement under Part26 of the Companies Act2006 (the “Scheme of Arrangement”).

The board of directors of the Company (the “Company Board”) (i) approved and declared the Transaction Agreement, and the transactions contemplated thereby, including the Transaction, the Scheme of Arrangement and the other transactions contemplated thereby fair to and in the best interests of the Company and its shareholders as a whole, (ii) declared that it is advisable and in the best interests of the Company’s shareholders that the Company enter into the Transaction Agreement and consummate the Transaction, the Scheme of Arrangement and the other transactions contemplated thereby, on the terms and subject to the conditions set forth therein, (iii) directed that an application be made to the High Court of Justice in England and Wales (the “Court”) to seek directions relating to the Scheme of Arrangement and (iv) resolved that it will, subject to the terms and conditions of the Transaction Agreement, recommend that the Company’s shareholders vote in favor of all of the resolutions comprising the Company Shareholder Approval (as defined in the Transaction Agreement) at duly held meetings of such shareholders for such purposes.

Upon the terms and subject to the conditions set forth in the Transaction Agreement and the Scheme of Arrangement, at the effective time of the Transaction (the “Effective Time”), all of the ordinary shares of the Company then outstanding will be transferred from the Company’s shareholders to Buyer, and the Company’s shareholders will be entitled, pursuant to and in accordance with the terms of the Scheme of Arrangement, to receive $17.37 in cash per ordinary share (the “Consideration”).

Subject to certain exceptions, the Company has agreednot to solicit, initiate, knowingly induce, knowingly facilitate or knowingly encourage any inquiries, proposals or offers that constitute, relate to or that could reasonably be expected to lead to, an Acquisition Proposal (as defined in the Transaction Agreement), or take certain other restricted actions in connection therewith. Notwithstanding the foregoing, if prior to obtaining the Company Shareholder Approval, the Company receives a bona fide, written Acquisition Proposal that didnot result from a material breach of the non-solicitation provisions of the Transaction Agreement that the Company Board determines in good faith, after consultation with its financial advisor and outside legal counsel, constitutes or could reasonably be expected to lead to a Superior Proposal (as defined in the Transaction Agreement), and, after consultation with the Company’s outside legal counsel, that the failure to take the following actions would be inconsistent with its fiduciary duties, then the Company* may*take certain actions to participate in discussions and negotiations and furnish information with respect to such Acquisition Proposal.

Consummation of the Transaction is subject to the satisfaction or waiver of certain customary closing conditions set forth in the Transaction Agreement, including (i) obtaining the Company Shareholder Approval, (ii) the expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of1976, as amended (the “HSR Act”), and approvals and clearance under the antitrust laws and foreign investment laws of certain other jurisdictions, (iii) the absence of certain orders or laws prohibiting the consummation of the Transaction, and (iv) the sanctioning of the Scheme of Arrangement by the Court and the delivery of the Court order to the Registrar of Companies in England and Wales. The obligation of each party to consummate the Transaction is also subject to other customary closing conditions, including the absence of a material adverse effect with respect to the Company, the accuracy of the other party’s representations and warranties, subject to certain materiality standards set forth in the Transaction Agreement, and compliance in all material respects with the other party’s obligations under the Transaction Agreement.

The Transaction Agreement contains certain customary termination rights for the Company and Buyer, including (i) by the mutual written consent of the parties, (ii) if the closing doesnot occur by* February 26, 2027 (the “End Date”), (iii) a court or governmental authority of competent jurisdiction has issued a final and non-appealable order or taken any other action permanently enjoining, restraining or otherwise prohibiting the consummation of the Transaction, (iv) if the Court affirmatively declines or refuses to sanction the Scheme of Arrangement, (v) the meeting of the Company’s shareholders to be held as the Court maydirect in relation to the Scheme of Arrangement (the “Scheme Meeting”) and the general meeting of the Company’s shareholders to be convened in connection with the Scheme of Arrangement (the “Company GM”) have been held and the Company Shareholder Approval hasnot* been obtained, (vi) by Buyer, if the Company Board effects an Adverse Recommendation Change (as defined in the Transaction Agreement) or if the Company materially or intentionally breaches its non-solicitation obligations, (vii) by the Company, if the Company Board effects an Adverse Recommendation Change in respect of a Superior Proposal in accordance with the Transaction Agreement, or (viii) if the other party breaches its representations, warranties or covenants in a manner that would cause the conditions to the closing of the Transaction set forth in the Transaction Agreement tonot be satisfied, and such party fails to cure such breach.

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16. Subsequent Events (continued)

Upon termination of the Transaction Agreement in accordance with its terms, under specified circumstances, including (i) by the Company to accept a Superior Proposal, or (ii) by Buyer if the Company Board changes, withholds or withdraws its recommendation to the Company’s shareholders or the Company materially or intentionally breaches its non-solicitation obligations, in each case, prior to the receipt of the Company Shareholder Approval, the Company will be required to pay Buyer a fee (the “Company Termination Payment”) of $18,000,000. The Company is also required to pay the Company Termination Payment if Buyer terminates the Transaction Agreement due to the failure of the closing date to occur by the End Date and at such time Buyer could have terminated pursuant to the foregoing clause (ii). The Company is also required to pay the Company Termination Payment if (a)(I) the Company or Buyer terminates the Transaction Agreement due to (x) the failure of the closing to occur by the End Date or (y) the failure to obtain the Company Shareholder Approval following the completion of the Scheme Meeting and the Company GM, or (II) Buyer terminates the Transaction Agreement if the Company breaches its representations, warranties or covenants in a manner that would cause the conditions to the closing of the Transaction tonot be satisfied and fails to cure such breach, (b) following the execution of the Transaction Agreement, an Acquisition Proposal is made directly to the Company’s shareholders or is otherwise publicly disclosed and, in each case of clause (a)(I)(y) or clause (a)(II),not withdrawn withinfive (5) Business Days prior to any other termination, and (c) withintwelve (12) months after the date of such termination, the Company enters into a definitive agreement in respect of such Acquisition Proposal (whether ornot such Acquisition Proposal is subsequently consummated), or an Acquisition Proposal is consummated.

If the Company terminates the Transaction Agreement (i) due to Buyer breaching its representations, warranties or covenants in a manner that would cause the conditions to the closing of the Transaction tonot be satisfied and fails to cure such breach or (ii) if all conditions to the Transaction have been and continue to be satisfied (subject to customary exceptions), and Buyer fails to consummate the Transaction after receiving written notice from the Company, then Buyer will be required to pay the Company a fee (the “Buyer Termination Payment”) equal to $32,250,000 in cash. Buyer is also required to pay the Buyer Termination Payment if Buyer terminates the Transaction Agreement due to the failure of the closing date to occur by the End Date and at such time the Company could have terminated pursuant to the foregoing clauses (i) or (ii).

Buyer has obtained an equity financing commitment from a fund managed by Wynnchurch and a debt financing commitment from funds managed by an institutional lender for the Transaction, the aggregate proceeds of which will be sufficient for Buyer to pay the aggregate Consideration, any amounts required to repay the Company’s existing indebtedness as set forth in the Transaction Agreement, and all related fees and expenses of Buyer in connection with the transactions contemplated by the Transaction Agreement. The obligations of the equity investor to provide equity financing under the equity commitment letter are subject to customary conditions and the obligations of the lenders to provide debt financing under the debt commitment letter are subject to customary conditions. The consummation of the Transaction isnot subject to any financing condition.

The equity investor has also provided a guarantee in favor of the Company, to guarantee, subject to certain limitations set forth therein (including the satisfaction or waiver of certain of the conditions set forth in the Transaction Agreement), the payment by Buyer of the Buyer Termination Payment and certain indemnity and reimbursement obligations of Buyer to the extent payable by Buyer in accordance with the terms of the Transaction Agreement.

Concurrent with the execution of the Transaction Agreement, Buyer entered into Voting Agreements with certain executive officers of the Company, solely in their capacity as shareholders of the Company providing that, among other things, subject to the terms and conditions set forth therein, such shareholders of the Company will support the Transaction and the transactions contemplated thereby, including by voting their ordinary shares in favor of the Scheme of Arrangement at the Scheme Meeting and the shareholder resolution at the Company GM.